The name of this Corporation shall be BRANDY CHASE AT EASTMOOR PARK ASSOCIATION, INC.
ARTICLE II
Duration
The term of existence of this Corporation is perpetual.
ARTICLE III
Purposes
The business, objects and purposes for which the Corporation is formed are as follows:
1. To be and constitute the Association to which reference is made in the Condominium Declaration for Brandy Chase at Eastmoor Park and any supplement thereto (for brevity, hereinafter referred to as "Declaration") to be recorded in the records of the Clerk and Recorder of the County of Denver, Colorado, pursuant to C.R.S., 1973, Section 7-20-101, and to perform all obligations and duties of the Association and to exercise all rights and powers of the Association described in said Declaration.
2. To provide an entity for the furtherance of the interests of all of the Owners, including the Declarant named in the Declaration, of Condominium Units in Brandy Chase at Eastmoor Park, with the objective of establishing and maintaining Brandy Chase at Eastmoor Park as a condominium ownership project of the highest possible quality and value and enhancing and protecting its value, desirability and attractiveness.
ARTICLE IV
Powers
In furtherance of its purposes, the Corporation shall have all of the powers conferred upon corporations not-for-profit by the statutes and common law of the State of Colorado in effect from time to time, including all of the powers necessary or desirable to perform the obligations and duties and exercise the rights and powers of the Association under the Declaration which will include, but shall not be limited to, the following:
1. To make and collect common expense assessments against members of the Association for the purposes of payment of the common expenses (including the expenses incurred in exercising its powers or of performing its functions);
2. To manage, control, operate, maintain, repair, improve and enlarge the common elements;
3. To enforce the terms, covenants, restrictions, conditions, uses, limitations and obligations set forth in the Declaration and Bylaws of the Association, and to make and enforce rules and regulations as provided therein;
4. To engage in activities which will actively foster, promote, and advance the interests of all of the Owners of Condominium Units including the interests of the Declarant during its marketing of the project and its ownership of Condominium Units;
5. To hire a Managing Agent who shall have and exercise those duties and powers granted to him by the Board of Managers, but not those powers which the Board by law, may not delegate;
6. Notwithstanding the above, unless at least Seventy-five (75%) of the first mortgagees of Condominium Units (based upon one vote for each first mortgage owned or held) have given their prior written approval, the Association shall not be empowered or entitled to:
(a) By act or omission, seek to abandon, or terminate the condominium regime.
(b) Partition or subdivide any condominium unit.
(c) By act or omission, seek to abandon, partition, subdivide, encumber, sell or transfer the common elements.
(d) Use hazard insurance proceeds for loss to the improvements for other than the repair, replacement or reconstruction of such improvements.
ARTICLE V
Memberships
1. This Corporation shall be a membership corporation without certificates or shares of stock. There shall be one class of membership, and there shall be one membership in the Corporation for each Condominium Unit, as defined in the Declaration and supplements thereto. Each membership shall have one vote. The owner or owners of a Condominium Unit shall hold and share the membership and vote related to that Condominium Unit in the same proportionate interest and by the same type of tenancy in which the title to the condominium unit is held, provided always that there shall be only one membership per condominium unit. No person or entity other than an owner of a Condominium Unit may be a member of the Corporation.
2. A membership in the Corporation and the share of a member in the assets of the Corporation shall not be assigned, encumbered or transferred in any manner except as appurtenant to the transfer of title to the Condominium Unit to which the membership pertains; provided, however, that the rights of membership may be assigned to the holder of a mortgage, deed of trust or other security instrument on a Condominium Unit as further security for a loan secured by a lien on such Condominium Unit.
3. A transfer of membership shall occur automatically upon the transfer of title to the Condominium Unit to which the membership pertains; provided, however, that the Bylaws of the Corporation may contain reasonable provisions and requirements with respect to recording such transfers on the books and records of the Corporation.
4. Members shall have the right to purchase other Condominium Units and the memberships appurtenant thereto as provided in the Declaration.
5. The Corporation may suspend the voting rights of a member for failure to comply with the rules or regulations of the Corporation or with any other obligations of the owners of any condominium unit under the Declaration and Bylaws.
6. The Bylaws may contain provisions setting forth the rights, privileges, duties and responsibilities of the members.
ARTICLE VI
Board of Managers
1. The business and affairs of the Corporation shall be conducted, managed and controlled by a Board of Managers. The Board of Managers shall consist of not less than three nor more than nine members, the specific number to be set forth from time to time in the Bylaws of the Corporation. Managers shall be Owners (as defined in the Declaration) which, in the case of Declarant or other corporate Owners, shall include the officers, directors, agents or employees of Declarant and the officers and directors of other corporate Owners.
2. Members of the Board of Managers shall be elected at the annual meeting of the members in the manner provided for in the Bylaws; provided, however, that the Declarant under the Declaration shall be entitled to elect the members of the Board of Managers until such time as one hundred percent (100%) of the Condominium Units within the condominium project have been sold or December 31, 1984, whichever occurs first.
3. Managers may be removed and vacancies of the Board of Managers shall be filled in the manner to be provided in the Bylaws.
4. The names and addresses of the members of the first Board of Managers who shall serve until the first election of Managers and until their successors are duly elected and qualified are as follows:
Larry A. Mizel
3600 South Yosemite
Denver, Colorado 80237
Steven P. Rosenblatt
3600 South Yosemite
Denver, Colorado 80237
Ronald S. Morgan
3600 South Yosemite
Denver, Colorado 80237
Any vacancies in the Board of Managers occurring before the first election of Managers shall be filled by the remaining Managers.
ARTICLE VII
Officers
The Board of Managers may appoint a President, one or more Vice-Presidents, a Secretary, a Treasurer and such other officers as the Board believes will be in the best interest of the Corporation. The Officers shall have such duties as may be prescribed in the Bylaws of the Corporation and shall serve at the pleasure of the Board of Managers.
ARTICLE VIII
Conveyances and Encumbrances
Corporate property may be conveyed or encumbered by authority of the Board of Managers or by such person or persons to whom such authority may be delegated by resolution of the Board. Conveyances or encumbrances shall be by an instrument executed by the President or a Vice-President and by the Secretary or an Assistant Secretary, or executed by such other person or persons to whom such authority may be delegated by the Board.
ARTICLE IX
Initial Registered Office and Agent
The initial registered office of the Corporation shall be 718 17th Street, Suite 800, Denver, Colorado 80202. The initial registed agent of such office shall be Alan B. Lottner.
ARTICLE X
Amendment
Amendments to these Articles of Incorporation shall be adopted, if at all, in the manner set forth in the Bylaws; provided, however, that no amendment to these Articles of Incorporation shall be contrary to or inconsistent with the provisions of the Declaration.
ARTICLE XI
Managing Agent Functions
The Association shall obtain and pay for the services of a person, persons, or entity to administer and manage its affairs and be responsible for the operation, maintenance, repair and improving of the common elements and all of the exterior portions of the improvements and to keep the same in good, attractive and sanitary condition, order and repair; provided, however, that the Declarant shall have the right to perform such services or appoint an entity to perform the same until the development of the condominium project has been fully completed and all of the condominium units have been sold or until December 31, 1984, whichever occurs first. The cost of such services shall be borne by the members according to their percentage or fractional interest in the common elements as provided in the Declaration, supplements thereto and Bylaws, whether such services are directly rendered by the Declarant or delegated by Declarant to a person or entity.
ARTICLE XII
General
This Corporation is one which does not contemplate pecuniary gain or profit to the members thereof and is organized for nonprofit purposes.
ARTICLE XIII
INCORPORATORS
The Incorporators of the Corporation and their addresses are as follows:
NAME
ADDRESS
PENNY STINSON
718 17th Street, Suite 800
Denver, Colorado 80202
LINDA ZIMMERMAN
718 17th Street, Suite 800
Denver, Colorado 80202
RICHARD I. BROWN
718 17th Street, Suite 800
Denver, Colorado 80202
EXECUTED this ____ day of ____________, A.D., 19 .
________________________________________
________________________________________
________________________________________
STATE OF COLORADO )
) ss:
City and County of Denver )
Sworn to and subscribed before me this ____ day of ___________, 19___, by ____________________________, and ____________________________.
My commission expires: __________________________________
________________________________________
Notary Public